Independent Contractor Agreement for Creative Contractor (for IC)

Independent Contractor Agreement for Creative Contractor (for IC)

If you're hired as a creative contractor, it's important that you protect your status as an independent contractor, outline your expectations for the duration of your service, and establish copyright on the works you create for the job. Create an agreement that covers:

  • who owns the copyright to the work you create
  • the services you'll provide
  • when you'll be paid, including late fees if you're not paid on time

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See below for a full product description.

Independent Contractor Agreement

Parties

This Agreement is made between  ("Client"), with a principal place of business at , and  ("Contractor"), with a principal place of business at .

Services to Be Performed

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services

Contractor agrees to perform the following services for Client: 

services in Exhibit 

Contractor agrees to perform the services described in Exhibit A, which is attached to and made part of this Agreement.

Payment

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Label Contract Text
fixed fee Contractor will be paid $ upon completion of the work as detailed in this Agreement.
installments

Client will pay Contractor a fixed fee of $, in  installments as follows:

hour/day/week/month

Contractor will be compensated at the rate of $ per .

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cap on payment

Unless otherwise agreed upon in writing by Client, Client's maximum liability for all services performed during the term of this Agreement will not exceed $.

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Late Fees 

If Client is late paying Contractor, Contractor's damages will be difficult to measure. As a reasonable estimate of the damages Contractor will sustain, and as liquidated damages and not as a penalty, Client agrees to pay Contractor an additional % per month interest charge on the amount owed.

Expenses

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no reimbursement Contractor will be responsible for all expenses incurred while performing services under this Agreement.
reimbursement

Client will reimburse Contractor for the following expenses that are directly attributable to work performed under this Agreement: . Contractor will submit an itemized statement of Contractor's expenses. Client will pay Contractor within 30 days after receipt of each statement.

 Invoices

Contractor will submit invoices for all services rendered. Client will pay Contractor within  days after receipt of each invoice.
 

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materials

 Materials

Contractor will furnish all materials, equipment, and supplies used to provide the services required by this Agreement.

 Intellectual Property Ownership

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license

ip

Contractor grants to Client a royalty-free nonexclusive license to use anything created or developed by Contractor for Client under this Agreement ("Contract Property"). The license will have a perpetual term and Client may not transfer it. Contractor will retain all copyrights, patent rights, and other intellectual property rights to the Contract Property.
assign ip Contractor assigns to Client all patent, copyright, and trade secret rights in anything created or developed by Contractor for Client under this Agreement. This assignment is conditioned upon full payment of the compensation due Contractor under this Agreement. Contractor will help prepare any documents Client considers necessary to secure any copyright, patent, or other intellectual property rights in Contractor's work product under this Agreement.
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reusable materials

Contractor's Reusable Materials

Contractor owns or holds a license to use and sublicense various materials in existence before the start date of this Agreement ("Contractor's Materials"). Contractor's Materials include, but are not limited to, the following items: .

Contractor may, at its option, include Contractor's Materials in the work performed under this Agreement. Contractor retains all right, title, and interest, including all copyrights, patent rights, and trade secret rights in Contractor's Materials. Contractor grants Client a royalty-free nonexclusive license to use any of Contractor's Materials incorporated into the work performed by Contractor under this Agreement. The license will have a perpetual term and may not be transferred by Client.

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releases

Releases

Contractor will obtain all necessary copyright permissions and privacy releases for materials provided. Contractor will indemnify Client against all claims and expenses, including reasonable attorney fees, due to Contractor's failure to obtain such permissions or releases.

Independent Contractor Status

Contractor is an independent contractor, and neither Contractor nor Contractor's employees or contract personnel is, or will be deemed, Client's employees. In its capacity as an independent Contractor, Contractor agrees and represents, and Client agrees, as follows:

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IC status 1

Contractor has the right to perform services for others during the term of this Agreement subject to noncompetition provisions set out in this Agreement, if any.
IC status 2 Contractor has the sole right to control and direct the means, manner, and method by which the services required by this Agreement will be performed.
IC status 3 Contractor has the right to perform the services required by this Agreement at any place or location and at such times as Contractor may determine.
IC status 4 Contractor will furnish all equipment and materials used to provide the services required by this Agreement, except to the extent that Contractor's work must be performed on or with Client's computer or existing software.
IC status 5 The services required by this Agreement will be performed by Contractor or Contractor's employees or contract personnel, and Client will not be required to hire, supervise, or pay any assistants to help Contractor.
IC status 6 Contractor is responsible for paying all ordinary and necessary expenses of its staff.
IC status 7 Neither Contractor nor Contractor's employees or contract personnel will receive any training from Client in the professional skills necessary to perform the services required by this Agreement.
IC status 8 Neither Contractor nor Contractor's employees or contract personnel will be required to devote full time to the performance of the services required by this Agreement.
IC status 9 Client will not withhold from Contractor's compensation any amount that would normally be withheld from an employee's pay.

Business Permits, Certificates, and Licenses

Contractor has complied with all federal, state, and local laws requiring business permits, certificates, and licenses required to carry out the services to be performed under this Agreement.

Fringe Benefits

Contractor understands that neither Contractor nor Contractor's employees or contract personnel are eligible to participate in any employee pension, health, vacation pay, sick pay, or other fringe benefit plan of Client. If Contractor is subsequently classified by the IRS as a common law employee, Contractor expressly waives his or her rights to any benefits to which he or she was, or might have become, entitled. 

Unemployment Compensation

Client will make no state or federal unemployment compensation payments on behalf of Contractor or Contractor's employees or contract personnel. Contractor will not be entitled to these benefits in connection with work performed under this Agreement.

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insurance coverage

Insurance

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general liability

General Liability. Client will not provide any insurance coverage of any kind for Contractor or Contractor's employees or contract personnel. Contractor will maintain a broad form commercial general liability insurance policy providing combined single limits of not less than $ per occurrence and $ annual aggregate. Before commencing any work, Contractor will provide Client with proof of this insurance and that Client has been made an additional insured under the policy.

professional liability

Professional Liability. Contractor will obtain professional liability insurance coverage for malpractice or errors or omissions committed by Contractor or Contractor's employees or contract personnel during the term of this Agreement. The policy will provide for coverage of at least $ for each occurrence and $ annual aggregate. Before commencing any work, Contractor will provide Client with proof of this insurance.

Term of Agreement

This agreement will become effective when signed by both parties and will terminate on the earliest of:

  • the date Contractor completes the services required by this Agreement
  • , or
  • the date a party terminates the Agreement as provided below.

Termination of Agreement

Each party has the right to terminate this Agreement if the other party has materially breached any obligation herein and such breach remains uncured for a period of 30 days after notice is sent to the other party.

If at any time after commencement of the services required by this Agreement, Client in its sole reasonable judgment, determines that such services are inadequate, unsatisfactory, no longer needed, or substantially not conforming to the descriptions, warranties, or representations contained in this Agreement, Client may terminate this Agreement upon  days' written notice to Contractor.

Limited Liability

This provision allocates the risks under this Agreement between Contractor and Client. Contractor's pricing reflects the allocation of risk and limitation of liability specified below.

Contractor's total liability to Client under this Agreement for damages, costs, and expenses will not exceed the compensation received by Contractor under this Agreement. However, Contractor will remain liable for bodily injury or personal property damage resulting from grossly negligent or willful actions of Contractor or Contractor's employees or agents while on Client's premises to the extent such actions or omissions were not caused by Client.

NEITHER PARTY TO THIS AGREEMENT WILL BE LIABLE FOR THE OTHER'S LOST PROFITS OR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF THE PARTY HAS BEEN HAS BEEN ADVISED BY THE OTHER PARTY OF THE POSSIBILITY OF SUCH DAMAGES.

 
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private dispute resolution

Disputes

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mediation only

Mediation. If a dispute arises under or relating to this Agreement, the parties will try in good faith to settle it through mediation conducted by a mediator to be mutually selected. The parties will share the costs of the mediator equally. Each party will cooperate fully and fairly with the mediator and will attempt to reach a mutually satisfactory compromise to the dispute. If the dispute is not resolved within 30 days after it is referred to the mediator, either party may take the matter to court.

mediation to arbitration

(no litigation)

Mediation and Arbitration. If a dispute arises under or relating to this Agreement, the parties will try in good faith to settle it through mediation conducted by a mediator to be mutually selected. The parties will share the costs of the mediator equally. Each party will cooperate fully and fairly with the mediator and will attempt to reach a mutually satisfactory compromise to the dispute. If the dispute is not resolved within 30 days after it is referred to the mediator, it will be settled by binding arbitration by an arbitrator to be mutually selected. Judgment on the arbitration award may be entered in any court that has jurisdiction over the matter.
arbitration (no litigation)

Arbitration. All claims and disputes arising under or relating to this Agreement are to be settled by binding arbitration by an arbitrator to be mutually selected. Judgment on the arbitration award may be entered in any court that has jurisdiction over the matter. 

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attorney fees

Attorney Fees

The prevailing party shall have the right to collect from the other party its reasonable costs and disbursements and attorney fees incurred in enforcing this Agreement.

Entire Agreement

This is the entire agreement between the parties. It replaces and supersedes any and all oral agreements between the parties, as well as any prior writings. This Agreement may not be amended except in a writing as provided for in this Agreement.

Successors

This agreement binds and benefits the respective successors, inheritors, assigns, and personal representatives of the parties, except to the extent of any contrary provision in the Agreement.

Waiver

The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.

Governing Law

This Agreement will be governed by and construed in accordance with the laws of the state of  

Severability

If any court determines that any provision of this Agreement is invalid or unenforceable, any invalidity or unenforceability will affect only that provision and will not make any other provision of this agreement invalid or unenforceable and shall be modified, amended, or limited only to the extent necessary to render it valid and enforceable.

Attached Papers

Any attached sheet or document shall be regarded as fully contained in this Agreement.

Notices

All notices must be in writing. A notice may be delivered to a party at the address that follows a party's signature or to a new address that a party designates in writing. A notice may be delivered: in person, by certified mail, or by overnight courier.

No Partnership

This Agreement does not create a partnership relationship. Contractor does not have authority to enter into contracts on Client's behalf.

Keep Together

Counterparts

This agreement may be signed by the parties in different counterparts and the signature pages combined will create a document binding on all parties.

MY SIGNATURE BELOW INDICATES THAT I HAVE READ AND UNDERSTOOD THIS AGREEMENT.

Client: 
Title: _____________________________________

Signature: ____________________________________________
Date: _______________
Address: 

 

Contractor: 
Title: ______________________________________

Signature: ____________________________________________
Date: _______________
Address: 

 

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